On October 17, 2019, the staff of the Division of Investment Management (the “Staff”) of the US Securities and Exchange Commission issued guidance regarding an unlisted business development company’s (BDC) repurchase...more
On September 26, 2019, the Securities and Exchange Commission (SEC) announced that it has expanded the “testing-the-waters” exemption to all issuers. The new rule and related amendments under the Securities Act of 1933, as...more
10/8/2019
/ Accredited Investors ,
Business Development Companies ,
Corporate Issuers ,
Emerging Growth Companies ,
Initial Public Offering (IPO) ,
Institutional Investors ,
JOBS Act ,
New Rules ,
Proposed Rules ,
Qualified Institutional Buyers ,
Registered Investment Companies (RICs) ,
Rule 163B ,
Securities Act ,
Securities and Exchange Commission (SEC) ,
Testing-the-Waters Communications
On June 18, 2019, the Securities and Exchange Commission (the “SEC”) issued a concept release (the “Release”) on ways to “simplify, harmonize, and improve the exempt offering framework to expand investment opportunities while...more
9/23/2019
/ Accredited Investors ,
Business Development Companies ,
Capital Raising ,
Investment Funds ,
Investors ,
Issuer Exemption ,
Offerings ,
Private Placements ,
Regulation A ,
Regulation D ,
Rule 506 Offerings ,
SBIC ,
Securities and Exchange Commission (SEC)
On March 20, 2019, the SEC adopted rules (the Rules) to implement certain provisions of the FAST Act. The omnibus highway bill called “Fixing America’s Surface Transportation Act” or the “FAST Act,” was signed into law in...more
On Wednesday, March 20, the Securities and Exchange Commission voted to propose rule amendments to implement certain provisions of the Small Business Credit Availability Act and the Economic Growth, Regulatory Relief and...more
On February 19, 2019, the Securities and Exchange Commission (SEC) announced a proposal to expand the “testing-the-waters” exemption to all issuers. Currently the exemption is limited to emerging growth companies (EGCs)....more
2/25/2019
/ Accredited Investors ,
Business Development Companies ,
Emerging Growth Companies ,
Exemptions ,
Initial Public Offering (IPO) ,
Institutional Investors ,
Investment Company Act of 1940 ,
JOBS Act ,
Proposed Rules ,
Registered Investment Companies (RICs) ,
Registration Statement ,
Safe Harbors ,
Securities and Exchange Commission (SEC)
The US Securities and Exchange Commission (SEC) will follow its Operations Plan Under a Lapse in Appropriations and Government Shutdown (the Operations Plan) during the government shutdown, which began on December 21, 2018....more
Companies preparing for their annual shareholder meetings will need to consider a variety of factors, including new Securities and Exchange Commission (SEC) requirements, guidance from Institutional Shareholder Services Inc....more
12/24/2018
/ Board of Directors ,
Corporate Governance ,
Diversity ,
Dodd-Frank ,
Executive Compensation ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Shareholder Proposals
On December 3, 2018, the Securities and Exchange Commission (the SEC) entered an order (the Order) to settle charges arising out of an enforcement action against Fifth Street Management, LLC (FSM). FSM disclosed in March 2016...more
The US Securities and Exchange Commission (SEC) has approved an amendment to Nasdaq Rule 5635(d), also known as the “20% Rule,” to modify the situations in which a company must obtain shareholder approval before it can issue...more
Section 19(a) of the Investment Company Act of 1940 (the 1940 Act) generally prohibits a business development company (BDC) or a registered investment company from making a distribution from any source other than its net...more
The US Securities and Exchange Commission (SEC) has adopted final rules to eliminate “redundant, duplicative, overlapping, outdated, or superseded” disclosure requirements in light of other SEC disclosure requirements and US...more
Private business development companies (BDCs) do not have publicly traded shares. For investors in these vehicles, liquidity opportunities take a number of forms....more
On March 23, 2018, Congress passed its omnibus spending bill, the Consolidated Appropriations Act of 2018, to fund the federal government until October. Included within the spending bill is legislation, titled the Small...more
Companies preparing for their annual shareholder meetings will need to consider a variety of factors, including new Securities and Exchange Commission (SEC) requirements, guidance from Institutional Shareholder Services, Inc....more
The US Securities and Exchange Commission (SEC) has issued an “Operations Plan Under a Lapse in Appropriations and Government Shutdown” (the Operations Plan), which details how the SEC will operate in the event of a...more
On December 22, 2017, President Trump signed into law tax legislation commonly referred to as the Tax Cuts and Jobs Act (the Tax Bill). The Tax Bill made significant changes to corporate taxation, including, among other...more
As discussed in Eversheds Sutherland (US) LLP’s Quick Call: Legislative and Tax Reforms – What This Could Mean for Business Development Companies, Congress is currently negotiating a tax reform package that, if passed,...more
On August 29, 2017, the Securities and Exchange Commission (SEC) published a New York Stock Exchange (NYSE) proposal that would bar companies from issuing material news at the end of the trading day until after designated...more
On March 1, 2017, the Securities and Exchange Commission (the SEC) approved rule changes that are designed to facilitate easier and more efficient access to documents that are listed as exhibits to certain SEC filings. For...more
In April 2017, the full text of an updated version of the CHOICE Act (CHOICE 2.0) was released followed by a hearing on its contents. On June 8, 2017, the House Financial Services Committee released the draft of CHOICE 2.0, a...more
On May 2, 2017, the Small Business Administration (SBA) published a notice (the May 2 Notice), delaying the effective date of the final rule of the Passive Business Rule (the New Rule) under § 107.720 of the small business...more
On December 28, 2016, the Small Business Administration (SBA) released the final version of the Passive Business Rule (the New Rule) under § 107.720 of the small business investment company (SBIC) regulations. Among other...more
In response to requests for comment from the U.S. Securities and Exchange Commission (SEC), Sutherland Asbill & Brennan LLP recently submitted comment letters on two SEC rulemaking projects pertinent to business development...more
The U.S. Securities and Exchange Commission (SEC) Division of Investment Management (the Division) just published guidance that will permit business development companies (BDCs) to co-invest with certain persons considered...more